EXHIBIT 10.1
                                 LEASE AGREEMENT

            This Agreement is made on the  25th day of November, 1996,

B E T W E E N :   LIVINGSTON CORPORATE-PARK ASSOCIATES, L.L.C.
                  A Limited Liability Company of the State of New Jersey
                  820 Morris Turnpike, Suite 301
                  Short Hills, New Jersey 07078

            (hereinafter referred to as "Landlord"),


A N D:            U.S. OPPORTUNITY SEARCH, INC.
                  44 Kean Road
                  Short Hills, New Jersey 07078

            (hereinafter referred to as "Tenant")


                              W I T N E S S E T H :

1. PREMISES, TERM AND USE. The Landlord does hereby lease to the Tenant, and the
Tenant does hereby rent from the Landlord the following described premises:
approximately 2,693 rentable square feet of first floor space as shown with
cross-hatching on the attached Exhibit A (the "Premises" or the "Demised
Premises"), in the office building located at 220 South Orange Avenue,
Livingston, New Jersey, (hereinafter the "Building") for a term of five (5)
years and one (1) month, commencing on the date (the "Commencement Date") which
is fourteen (14) days after substantial completion of Landlord's work as
described in Paragraph 42 herein and delivery of the Premises to Tenant, which
completion date is estimated to be on or about February 1, 1997, and ending five
(5) years and one (1) month: later, to be used and occupied only and for no
other purpose than general office space.

2. PAYMENT OF RENT. Commencing on the Commencement Date, Tenant covenants and
agrees to pay to the Landlord, as rent for and during the term hereof, the sum
of Two Hundred Fifty-Three Thousand Three Hundred Sixty-Six and 52/100
($253,366.52) Dollars, payable as follows:

      (a) During the first, through, to and including the thirtieth month of the
      initial term of this Lease, the sum of Four Thousand Thirty-Nine and
      50/100 ($4,039.50) Dollars per month, due and payable on the first day of
      each calendar month.


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      (b) During the thirty-first, through, to and including the sixty-first
      month of the initial term of this Lease, the sum of Four Thousand Two
      Hundred Sixty-Three and 92/100 ($4,263.92) Dollars per month, due and
      payable on the first day of each calendar month.

Notwithstanding anything to the contrary contained herein, basic rent for the
first month of the initial term of this Lease shall be due and payable upon
execution of this Lease.

3. LATE PAYMENTS. In the event that payment of rent is not received by Landlord
by the tenth (l0th) day of each month, Tenant shall pay, as additional rent, a
late charge equal to five (5) percent of the late payment. Landlord shall be
entitled to same remedies for non-payment of late charges as for non-payment of
rent.

4. REPAIRS AND CARE. (a) Tenant has examined the premises and has entered into
this Lease without any representation on the part of Landlord as to the
condition thereof, except that Landlord represents and warrants to Tenant that
Landlord will duly and punctually perform the work referred to in Paragraph 42
hereof, in accordance with Exhibit B attached hereto, and that such work will be
free from defects in workmanship and materials, and suitable for the intended
purpose of making he Premises available for use by Tenant. Tenant shall take
good care of the Premises and shall, at the Tenant's own cost and expense, make
all non-structural repairs, including painting and decorating, and shall
maintain the Premises in good condition and state of repair. Tenant shall
neither encumber nor obstruct the sidewalks, driveways, yards, entrances,
hallways and stairs. Tenant shall not place a load per square foot area which it
was designed to carry and which is allowed by law. Landlord reserves the right
to prescribe the weight and position of all safes, business machines and
mechanical equipment.

      (b) Not later than the last day of the term, Tenant shall, at Tenant's
expense, remove all Tenant's personal property and those improvements' made by
Tenant which have not become the property of Landlord, including, but not
limited to trade fixtures, moveable paneling and the like; repair all injury
done by or in connection with the installation or removal of said property and
improvements; and surrender the Premises in as good condition as they were at
the beginning of the term, excepting reasonable wear and damage by fire, the
elements, casualty, or other cause not due to the misuse or neglect by Tenant,
Tenant's agents, servants, visitors or licensees. All other property of Tenant
remaining on the Premises after the last day of the term or earlier termination
of this Lease shall be conclusively deemed abandoned and may be removed by
Landlord, and Tenant shall reimburse Landlord for the cost of such removal.
Landlord may have any such property stored at Tenant's risk and expense.

5. COMPLIANCE WITH LAWS. The Tenant shall promptly comply with all laws,
ordinances, rules, regulations, requirements and directives of the Federal,
State and Municipal Governments or Public Authorities and of all their
departments, bureaus and subdivisions, applicable to and affecting the use and
occupancy of the Premises, for the correction, prevention and abatement of
nuisances, violations or other grievances in, upon or connected with the use of
the Premises, during the term hereof; and shall promptly comply with all


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orders, regulations, requirements and directives of the Board of Fire
Underwriters or similar authority affecting the use of the Premises and of any
insurance companies which have issued or are about to issue policies of
insurance covering the use of the Premises and its contents, for the prevention
of fire or other casualty, damage or injury, at the Tenant's own cost and
expense. Tenant shall observe and comply with the rules and regulations
hereinafter set forth in Exhibit C, attached hereto and made a part hereof by
this reference, and with such further reasonable rules and regulations as
Landlord may prescribe, upon written notice to Tenant, for the safety, care and
cleanliness of the Building and the comfort, quiet and convenience of other
occupants of the Building; provided, however, Landlord shall not enforce any
rules and regulations against Tenant unless and until it enforces such rules and
regulations against all of the other occupants of the Building.

6. ALTERATIONS AND IMPROVEMENTS. No structural alterations, additions or
improvements shall be made, and no climate regulating, air conditioning,
cooling, heating or sprinkler systems, television or radio antennas, heavy
equipment, apparatus and fixtures, shall be installed in or attached to the
leased premises, without the prior written consent of the Landlord, which
consent shall not be unreasonably withheld, delayed or conditioned. Unless
otherwise provided herein, all such alterations, additions or improvements and
systems, when made, installed in or attached to the said premises, shall belong
to and become the property of the Landlord and shall be surrendered with the
premises and as part thereof upon the expiration or sooner termination of this
Lease, without hindrance, molestation, injury or charge to Landlord.

7. TENANT'S LIABILITY INSURANCE. Tenant shall provide, at its own expense, and
keep in force during the term of this Lease and any renewal terms, general
comprehensive liability insurance with an insurance company licensed to do
business in the State of New Jersey, selected by Tenant and reasonably
acceptable to Landlord, and in an amount reasonably required by Landlord, but in
any event not less than $1,000,000.00 with respect to injury or death to any one
person and $3,000,000.00 with respect to injury or death to more than one person
in any one accident or other occurrence, and $1,000,000.00 with respect to
damage to property. Such policy or policies shall include Landlord and
Landlord's mortgagee, if any, as additional insiders. Tenant agrees to deliver
certificates evidencing such insurance to Landlord prior to the Commencement
Date of this Lease and within thirty (30) days after the date of renewal of the
policies. Such insurance shall not be cancelable without thirty (30) days prior
written notice to Landlord.

8. TENANT'S CASUALTY INSURANCE. During the term of this Lease, and any renewal
terms, Tenant shall cause its improvements to the Demised Premises to be insured
for the benefit of Landlord and Tenant, as their respective interests may
appear, against loss or damage by fire and customary extended coverage in an
amount equal to the replacement value thereof, if insurance in such amount is
available. Tenant agrees to deliver a certificate evidencing such insurance to
Landlord within thirty (30) days after the date of execution of this Lease.


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9. DAMAGE OR DESTRUCTION BY FIRE OR OTHER CASUALTY. (a) If the Building is
damaged by fire or other casualty to such extent that the cost of restoration,
as determined by an insurance adjuster licensed in the State of New Jersey, will
equal or exceed fifty (50) percent of the replacement value of the Building
(exclusive of foundations) just prior to the occurrence of the damage, then
either Landlord or Tenant may, within sixty (60) days from the date of the
damage, give the other party a written notice of election to terminate this
Lease, effective thirty (30) days from the date of such notice. However, in the
event that neither party terminates this Lease in such circumstance, then the
basic rent and additional rent -shall be abated, as of the date of such
casualty, in direct proportion to that amount of square footage in the Demised
Premises which cannot be used by Tenant for the purposes set forth in Paragraph
1 herein. In addition, Landlord shall be responsible for making restoration
within one hundred eighty (180) days after the date of the damage, subject to
Force Majeure. In the event that restoration is not made within said time
period, Tenant shall have the right to terminate this Lease, upon thirty (30)
days written notice to Landlord.

      (b) If the Building is damaged by fire or other casualty to such extent
that the cost of restoration, as determined by an insurance adjuster licensed in
the State of New Jersey, will be less than fifty (50%) percent of the
replacement value of the Building (exclusive of foundations) just prior to the
occurrence of the damage, then Landlord may, within sixty (60) days from the
date of damage, give the Tenant written notice of election to terminate this
Lease, effective thirty (30) days from the date of such notice. However, in the
event that Landlord does not terminate this Lease in such circumstance, then the
basic rent and additional rent shall be abated, as of the date of such casualty,
in direct proportion to that amount of square' footage in the Demised Premises
which cannot be used by Tenant set forth in Paragraph 1 herein. In addition,
Landlord shall be responsible for making restoration within one hundred eighty
(180) days after the date of the damage, subject to Force Majuere. In the event
that restoration is not made within said time period, Tenant shall have the
right to terminate this Lease, upon thirty (30) days written notice to Landlord.

10. WAIVER OF SUBROGATION. Landlord and Tenant shall obtain, for each policy of
insurance secure by them regarding the Demised Premises, or any Property located
therein, whether required by this Lease, an appropriate clause therein
or-endorsement thereon, pursuant to which such insurance company waives
subrogation or consents to the waiver of the right of one party to recover
against the other.

11. INCREASE OF INSURANCE RATES. If for any reason it shall be impossible to
obtain fire and other hazard. insurance on the buildings and improvements on the
leased premises, in an amount and in the form and with insurance companies
acceptable to the Landlord, the Landlord may, if the Landlord so erects at any
time thereafter, terminate this Lease and the term hereof, upon giving to the
Tenant sixty (60) days notice in writing of the Landlord's intention to do so,
and upon the giving of such notice, this Lease and the term thereof shall
terminate. If by reason of the use to which the premises are put by the Tenant
or character of or the manner in which the Tenant's business is carried on, if
it is other than for general offices, the insurance rates for fire and other.
hazards shall be increased, the Tenant shall upon demand, pay to the Landlord,
as rent, the amounts by which the premiums for such


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insurance are increased. Such payment shall be paid with the next installment of
rent 'but in no case later than thirty (30) days after such demand, whichever
occurs sooner.

12. ASSIGNMENT AND SUBLEASE. Tenant may assign or sublease the within Lease to
any party subject to the following:

      (a) In the event that Tenant desires to sublease the whole or any portion
of the Demised Premises or assign the within Lease to any other party, the terms
and conditions of such sublease or assignment shall be communicated to the
Landlord in writing prior to the effective date of any such sublease or
assignment

      (b) Tenant may assign this Lease or sublet the whole or any portion of.
the Demised Premises, subject to Landlord's prior written consent, which consent
shall not be unreasonably withheld, conditioned or delayed, and subject to the
consent of any mortgagee, trust deed holder or ground lessor, on the basis of
the following terms and conditions:

            (1) Tenant shall provide to Landlord the name and address of the
proposed assignee or sublessee.

            (2) The. assignee or sublessee shall assume, by written instrument,
all of the obligations of this Lease, and a copy of such assumption agreement
shall be furnished to Landlord within ten (10) days after its execution. Any
sublease shall expressly acknowledge that said sublessee's rights against the
Landlord shall be no greater than those of the Tenant.

            (3) The Tenant and each assignee shall be and remain liable for the
observance of all the covenants and provisions of this Lease, including, but not
limited to the payment of rent and additional rent reserved herein, through the
entire term of this Lease, as the same may be renewed, extended or otherwise
modified.

            (4) The Tenant and any assignee shall promptly pay to Landlord: (i)
one-half (1/2) of any consideration received by Tenant for any assignment; or
(ii) one-half (1/2) of the rent, as and when received by Tenant, net of
expenses, in excess-of the rent required to be paid by Tenant to be paid by
Tenant to Landlord for the area sublet, computed on the basis of an average
square food rent for the gross square footage Tenant has leased.

            (5) In any event, acceptance by Landlord of any rent from the
assignee, or from any of the subtenants, or the failure of Landlord to insist
upon a strict performance of any of the terms, conditions and convenants herein
shall not release Tenant herein, nor any assignee assuming this Lease, from any
and all of the obligations herein during and for the entire term of this Lease,
as the same may be renewed, extended or otherwise modified.

            (6) Tenant shall be responsible for payment to Landlord of
Landlord's reasonable attorneys' fees and handling costs incurred for each
request for consent to any sublet or .assignment, in an amount not to exceed
$500.00, with such payment to be made


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within ten (10) business days of written notice from Landlord, but in no event
beyond the effective date of assignment.

            (7) Tenant acknowledges and understands that its sole remedy with
respect to any assertion that Landlord's failure to consent to any sublet or
assignment is unreasonable shall be the remedy of specific performance, and
Tenant shall have no other claim or cause of action against Landlord as a result
of Landlord's actions in refusing to consent thereto.

      (c) Notwithstanding anything to the contrary contained herein, Tenant
shall have the right to assign this Lease or sublet the Demised Premises, in
whole or in part, to any parent or subsidiary of Tenant or in connection with a
merger of Tenant provided that the surviving entity in a merger shall have a
tangible net worth (determined in accordance with generally accepted accounting
principles) not less than the net worth of Tenant and its guarantors, if any, as
of the date of commencement of this Lease.

      (d) Without limiting any of the provisions of this Lease, if, pursuant to
the Federal Bankruptcy Code (hereinafter referred to as the "Code"), or any
similar law hereinafter enacted having the same general purpose, Tenant is
permitted to assign this Lease notwithstanding the restrictions contained in
this Lease, then adequate assurance of future performance by an assignee
expressly permitted under such Code shall be deemed to mean the deposit of cash
security in an amount equal to the sum of six (6) months basic rent plus an
amount equal to the additional rent for the calendar year preceding the year in
which such assignment is intended to become effective, which deposit shall be
held by Landlord for the balance of the term of the Lease, without interest, as
security for .the full performance of all of Tenant's obligations under this
Lease, to be held and applied in the manner specified for security in Paragraph
18.

      (e) Except as specifically set forth above, no portion of the Demised
Premises or of Tenant's interest in this Lease may be acquired by any other
person or entity, whether by assignment, mortgage, sublease, transfer, operation
of .law or act of the Tenant, nor shall Tenant pledge its interest in this Lease
or in any security deposit required hereunder.

13. INSPECTION AND REPAIR. Tenant agrees that Landlord and Landlord's agents,
employees or other representatives, shall have the right to enter into and upon
the said premises or any part thereof, at all reasonable hours, for the purpose
of examining the same or making such repairs or alterations therein as may be
necessary for the safety and preservation thereof. Landlord shall make any such
repairs or alterations at such times and in such a manner as to minimize
interference with Tenant and its use of the Premises. This clause shall not be
deemed to be a covenant by the Landlord nor be construed to create an obligation
on the part of the Landlord to make such inspection or repairs.

14. GLASS AND OTHER DAMAGE REPAIRS. In case of the destruction of or any damage
to the glass in the Demised Premises, or the destruction of or damage of any
kind whatsoever to the said premises, caused by the carelessness, negligence or
improper conduct on the part of the Tenant or Tenant's agents, employees,
guests, licensees, invitees,


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subtenants, assignees or successors, Tenant shall repair the said damage or
replace or restore any destroyed parts of the Premises, as speedily as possible,
at Tenant's own cost and expense.

15. SIGNS. Tenant shall not place nor allow to be placed any signs of any kind
whatsoever, upon, in or about the Premises or any part thereof' except of a
design and structure and in or at such places as may be indicated and consented
to by Landlord in writing, which consent shall not be unreasonably withheld,
delayed or conditioned. Landlord shall place Tenant's name, and those of
Tenant's affiliates: (i) on the directory in the lobby; and (ii) the outside
directory, if any. However, Tenant shall not be entitled to more than two (2)
lines on the Building directory. Tenant shall not have the right to have
additional names placed on the directories without Landlord's prior written
consent. In case Landlord or Landlord's agents, employees or representatives
shall deem it necessary to remove any such signs in order to paint or make any
repairs, alterations or improvements in or : upon the Premises or any part
thereof, they may be so removed, but shall be replaced at Landlord's expense
when the said repairs, alterations or improvements shall have been completed.
Any signs permitted by Landlord shall at all times conform with all municipal
ordinances or other laws, ordinances and regulations applicable thereto.

16. MORTGAGE PRIORITY. This Lease shall not be a lien against said premises in
respect to any mortgages that may herebefore or hereafter be placed upon the
Premises. The recording of such mortgage or mortgages shall have preference and
precedence and be superior and prior in lien to this Lease, irrespective of the
date of recording and Tenant agrees to execute any instruments, without cost,
which may be deemed necessary or desirable, to further effect the subordination
of this Lease to any such mortgage or mortgages. A wrongful refusal. by Tenant
to execute such instruments shall entitle Landlord to the option of canceling
this Lease and the term hereof is hereby expressly limited accordingly. Tenant
hereby appoints Landlord as its attorney-in-fact to execute any documents
requested by the mortgagee(s) to effectuate the intent of this Paragraph.
Anything herein contained the contrary notwithstanding, Tenant's peaceful use,
occupancy and enjoyment of the Premises shall not be disturbed or interfered
with by any mortgagee so long as Tenant duly and punctually performs its
obligations under this Lease.

17. NON-LIABILITY OF MORTGAGES. Tenant hereby agrees not to look to the
mortgagee, as mortgagee, mortgagee in possession, or successor in title to the
property, for accountability for any security deposit required by Landlord
hereunder, unless said sums have actually been received by said mortgagee as
security for Tenant's performance of this Lease.

18. SECURITY Tenant has this day deposited with Landlord the sum of $4,039.50 as
security for the payment of rent hereunder and the full and faithful performance
by Tenant of the covenants and conditions on the part of Tenant to be performed.
Said sum shall be returned to Tenant, without interest, after the expiration of
the term hereof, provided that Tenant has fully and faithfully performed all
such covenants and conditions and is not in arrears in rent. During the term
hereof, Landlord may, if Landlord so elects, have recourse. to such security, to
make good any default by Tenant, in which event Tenant shall, on demand,
promptly


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restore said security to its original amount. Liability to repay deemed to be
released by Tenant from all liability to return such security. This provision
shall be applicable to every alienation or change in title and shall in no wise
be deemed to permit the Landlord to retain the security after termination of the
Landlord's ownership of the reversion or title. Tenant shall not mortgage,
encumber or assign said security deposit without the written consent of
Landlord.

19. UTILITIES (a) Landlord shall provide Tenant with HVAC during the Building
Hours (Monday through Friday, 7:00 a.m. to 7:00 p.m. and Saturdays, 7:00 a.m. to
1:00 p.m.). If Tenant requests any or all of the above services outside of
Building Hours, the same shall be provided upon advance notice at a cost of
$50.00 per zone per hour.

      (b) In the event that the Demised Premises are separately metered, Tenant
shall be responsible for payment for its electrical usage directly to the
utility company. In the event the Demised Premises are not separately metered,
Tenant shall reimburse Landlord for its electrical usage subject to an energy
audit, to be performed by an energy audit company chosen by Landlord. Until the
performance of the energy audit, Tenant's payment for electrical usage shall be
the sum of $1.25 per square foot per annum. If such energy audit indicates that
Tenant's actual electrical usage is less than $1.25 per square foot per annum,
Landlord shall reimburse Tenant for amounts paid in excess of its actual
electrical usage.

20. EVENTS OF DEFAULT; REMEDIES (a) If Tenant does not: (a) within ten (10) days
after the due date "hereof pay any installment of basic annual rent' additional
rent or any other monetary obligation; or (b) within thirty (30) days after
written notice from Landlord cure a default other than a default in the payment
of basic annual' rent or additional rent (provided, however, that such thirty
(30) day period shall be extended if the default is of such nature that it could
not reasonably be cured within such period of thirty (30) days and Tenant
promptly commences and thereafter diligently pursues the curing of such
default), then, in any such event, Tenant shall be deemed in default under this
Lease.

      (b) If there should occur any default on the part of Tenant as set forth
in this Lease, or if during the term hereof the Premises or any part thereof
shall be or become totally abandoned or deserted, vacated or vacant, or should
Tenant be evicted by summary proceedings or otherwise, Landlord, in addition to
any other remedies herein contained or as may be permitted by law, may either,
by force or otherwise, without being liable for prosecution therefor or for
damages, re-enter the Demised Premises and the same have and again possess and
enjoy.

      (c) At any time or from time to time after any such expiration or
termination Landlord may, as agent for the Tenant or otherwise, re-let :the
Premises, for such term or terms (which may be greater or less than the period
which would otherwise have constituted the balance of the term of this Lease)
and on such conditions (which may include concessions or free rent) as Landlord,
in its reasonable judgment, may determine, and receive the rents therefor,
applying the same: (i) to the payment of such expenses, reasonable attorney fees
and costs, as Landlord may have been put to in re-entering and repossessing the
same and in making such repairs and


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alterations as may be necessary; and (ii) to the part thereof, or for any
failure to collect any rent due upon any such reletting.

      (d) Upon the occurrence of an event of default as set forth in this Lease,
or should Tenant be adjudicated a bankrupt, insolvent or placed in receivership,
or should proceedings be instituted by or against Tenant for bankruptcy,
insolvency, receivership, agreement of composition or assignment for the benefit
of creditors, or if this Lease or the estate of Tenant hereunder shall pass to
another by virtue of any court proceedings, writ of execution, levy, sale, or by
operation of law, Landlord may, if Landlord so elects, at anytime thereafter,
terminate this Lease and the term hereof, upon giving to Tenant or to any
trustee, receiver, assignee or other person in charge of or acting as custodian
of the assets or property of Tenant, five (5) days written notice of Landlord's
intention so to do. Upon the giving of such notice, this Lease and the term
hereof shall end on the date fixed in such notice as if the said date was the
date originally fixed in this Lease for the expiration hereof; and Landlord
shall have the right to remove all persons, goods, fixtures and chattels
therefrom, by force or otherwise, without liability for damages.

21. SURVIVAL OF COVENANTS No expiration or termination of this Lease shall
relieve Tenant of its liability and obligations under this Lease, and all
liability and obligations shall survive any expiration or termination. In the
event of an expiration or termination, whether or not the Demised Premises, or a
portion thereof, shall have been relet, Tenant shall pay: to Landlord the rent
up to the time .of such expiration or termination, and thereafter, Tenant, until
the expiration date as stated in Paragraph 1 herein, shall be liable to Landlord
for, and shall pay to Landlord, as and for liquidated and agreed current
damages, the difference, if any, between: (1) the basic annual rental and
additional rent as stated in this Lease; and (2) any rent and additional rent
received by Landlord from any new tenant in the Demised Premises, or a portion
thereof.

22. REIMBURSEMENT OF LANDLORD. If Tenant shall fail or refuse to comply with or
perform any conditions and covenants of the within Lease to be performed by
Tenant, Landlord may, if Landlord so elects, carry out and perform such
conditions and covenants, at the cost and expense of Tenant, and the said cost
and expense shall be payable on demand. At the option of Landlord the costs and
expenses shall be added to the installment of rent due immediately thereafter
but in no case later than thirty (30) days after such demand, whichever occurs
sooner, and shall be due and payable as such. This remedy shall be in addition
to such other remedies as Landlord may have hereunder by reason of the breach by
Tenant of any of the covenants and conditions in this Lease.

23. NON-PERFORMANCE BY LANDLORD. This Lease and the obligation of Tenant to pay
the rent hereunder and to comply with the covenants and conditions hereof, shall
not be affected, curtailed, impaired or excused because of Landlord's inability
to supply any service or material called for herein, by reason of any act of
God, riot, civil commotion, strikes, lock-out, acts, orders or regulations of
governmental authority, acts or failure to act of the other party, fire,
tornado, windstorm, adverse weather conditions, rule, order, regulation or
preemption by any governmental entity, authority, department, agency or
subdivision or for


                                      -9-
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any delay which may arise by reason of negotiations for the adjustments of any
fire or other casualty loss or for any cause beyond the control of Landlord,
after the exercise of due diligence.

24. NON-PERFORMANCE BY LANDLORD. Landlord shall not be liable for any damage or
injury which may be sustained by Tenant or any other person, as a consequence of
the failure, breakage, leakage or obstruction of the water, plumbing, steam,
sewer, waste or soil pipes, roof, drains, leaders, gutters, valleys, downspouts
or the like or of the electrical, gas, power, conveyor, refrigeration,
sprinkler, air-conditioning or heating systems., elevators or hoisting equipment
without the negligence of Landlord; or by reason of the elements; or resulting
from the carelessness, negligence or improper conduct on the part of any other
Tenant or this Tenant or any other tenant's agents, employees, guests,
licensees, invitees, subtenants, assignees or successors; or attributable to any
interference with, interruption of or failure, beyond the control of Landlord,
after the exercise of due diligence, of any services to be furnished or supplied
by Landlord.

25. NON-WAIVER BY THE PARTIES. The various rights, remedies, options and
elections of either party, expressed herein, are cumulative, and the failure of
either party to enforce strict performance by the other party of the conditions
and covenants of this Lease or to exercise any election or option. or to resort
or have recourse to any remedy herein conferred or the acceptance by Landlord of
any installment of rent or the payment of rent by Tenant, in any one or more
instances, shall not be construed or deemed to be a waiver or a relinquishment
for the future by Landlord of any such conditions and covenants, options,
elections or remedies, but the same shall continue in full force and effect.

26. HAZARDOUS SUBSTANCES. (a) Tenant .agrees not to generate, store,
manufacture, refine, transport, treat, dispose of, or otherwise permit. to be
present on or about the Premises any Hazardous Substances, and Landlord
represents there are no Hazardous Substances now present on or about the
Premises. As used herein, Hazardous Substances shall be defined as any
"hazardous chemical," "hazardous substance" or similar term as defined in the
Comprehensive Environmental Responsibility Compensation and Liability Act, as
amended (42 U.S.C. 9601, et seq.), the New Jersey Industrial Site Recovery Act,
as amended (N.J.S.A. 13:1K-6 et seq.), the New Jersey Spill Compensation and
Control Act, as amended (N.J.S.A. 58:10-23.11b et seq), any rules or regulations
promulgated thereunder, or in any other applicable federal, state or local law,
rule or regulation dealing with environmental protection. It is understood and
agreed that the provisions contained' in this Paragraph shall be applicable
notwithstanding the fact that any substance shall not be .deemed to be a
Hazardous Substance at the time of its use by Tenant but shall thereafter be
deemed to be-a Hazardous Substance. Tenant agrees to indemnify and hold harmless
Landlord and each mortgagee of the Demised: Premises from and against any and
all liabilities, damages, claims, losses, judgments, causes of action, costs and
expenses (including reasonable attorneys' fees) which may be incurred by
Landlord or any such mortgagee or threatened against Landlord or such mortgagee,
relating to or arising out of any breach by Tenant of the terms of this
Paragraph, said indemnity to survive the expiration or earlier termination of
this Lease.


                                      -10-
<PAGE>

      (b) Within thirty (30) days after receiving a written request therefor by
Landlord, Tenant shall provide Landlord with: (i) its Standard. Industrial
Classification Number (said Standard Industrial Classification number to be
obtained by reference to the then current Standard Industrial Classification
Manual prepared and published by the Executive Office of the President, Office
of Management and Budget or the successor or such publications); and (ii) an
opinion letter from the DEP (or such other agency or body as shall then have
jurisdiction over ISRA matters) in a form reasonably satisfactory to Landlord's
counsel, stating the IRSA does not then apply to Tenant, Tenant's use and
occupancy of the Demised Premises, a Negative Declaration (as said term is
defined in ISRA) duly approved by DEP or such other agency or body as shall then
have jurisdiction over ISRA matters, or a Cleanup Plan (as said term is defined
in ISRA) duly approved by DEP or such other agency or body as shall then have
jurisdiction over ISRA matters.

27. REAL ESTATE TAXES. Commencing no earlier than the second year of the term
hereof, upon receipt of written notification, Tenant shall pay, as additional
rent, its proportionate share of the increased real estate taxes assessed or
imposed on the property over the base year (base year shall be defined as the
calendar year 1997). Such additional rent shall be paid with the same frequency
as real estate tax is paid by Landlord. Landlord shall be entitled to the same
remedies for non-payment of additional real estate taxes as for non-payment of
rent. Tenant's liability for such increase in real estate taxes shall be imposed
whether the increase is due to an increase in the tax rate or valuation or both.
Tenant's proportionate share shall be determined by dividing the area of the
Demised Premises by the total amount of leasable floor area in the building.
Tenant's proportionate share is hereby defined as 3.17%.

28. MAINTENANCE. Commencing no earlier than the second year of the term hereof,
upon receipt of written notification, Tenant shall. pay, as additional rent, its
proportionate share of the increase in operating expenses incurred by Landlord
over the base year (base year shall be defined as the calendar year 1997). Such
additional rent is to be paid quarterly, and shall be determined by dividing the
area of the Demised Premises by the total amount of area in the building.
Landlord represents that Tenant's proportionate share of space in the Building
is 3.17%. For purposes of this Lease, expenses for maintaining and operating the
building shall mean and include those expenses incurred in respect to the
operation and maintenance of the building (excluding real estate taxes) in
accordance with accepted principles of sound management and accounting practices
as applied to the operation and maintenance .of non-institutional, first class
office buildings, including, but not limited to, expenses for heat, water, snow
removal, landscaping, insurance and janitorial services.

29. CONDEMNATION AND EMINENT DOMAIN. (a) In the event of a taking for any public
or quasi-public use or purpose, by any lawful power or authority, by exercise of
the right of condemnation or eminent domain, or by agreement between Landlord
and those having the authority to exercise such right (hereinafter called a
"Taking") of the entire Demised Premises or such substantial portion thereof so
that the balance of the Demised Premises is not suitable for the conduct of
Tenant's normal business operations therein, then


                                      -11-
<PAGE>

this Lease .and the terms hereof shall cease and expire on the date of transfer
of possession in connection with the Taking.

      (b) In the event of a Taking of any portion of the Demised Premises as a
result of which this Lease is not terminated as provided above, or a Taking of
more than forty (40%) percent of the leasable space at the Building (whether or
not any portion of Demised Premises is included-in the Taking), or a permanent
denial or substantial impairment of adequate access to the Building and Demised
Premises, then, in such event, Landlord or Tenant may, at its option, terminate
this Lease by giving notice of termination to the other within sixty (60) days
after receipt by Tenant of notice that the Taking twill occur, such notice of
termination to be effective -as of the date of transfer of possession in
connection with the Taking.

      (c) In the event this Lease is not terminated pursuant to the terms of
this Paragraph, then Landlord shall promptly commence and with due diligence
continue to restore the portion of the Building and the Demised Premises
remaining after the Taking to substantially the same condition and tenantability
as existed immediately preceding the Taking, to the extent such restoration may
be accomplished with the available net proceeds of the award or payment to
Landlord in connection with the Taking. During the period of restoration by
Landlord, if the Taking or such restoration shall cause a material adverse
impact on Tenant's business at Demised Premises, basic annual rent and
additional rent shall be abated and adjusted in an equitable fashion. Upon
completion of the restoration, basic annual rent and additional rent shall also
be abated and adjusted in such manner as shall be just and equitable. In the
event that Landlord shall fail to commence such restoration as hereinabove
required, or if such restoration shall not be completed within twelve (12)
months from and after the date of transfer of possession in connection with
Taking, then, in either such event, Tenant shall have the right, as its
exclusive remedy, to terminate this Lease by notice to Landlord, such notice to
specify the effective date of termination.

      (d) Whether or not this Lease shall be terminated pursuant to the terms of
this Paragraph, Tenant shall have the right in connection with any Taking to
assert all claims available to it for loss of leasehold improvements, trade
fixtures and equipment, moving expenses and such other items of loss or damage
as Tenant shall suffer as a result of the Taking with respect to which Tenant
shall, from time to time under applicable law, be permitted to make an
independent claim, provided that such claim by Tenant will not reduce the award
or payment to Landlord in connection with the Taking.

      (e) Notwithstanding any provision of this Paragraph, in no event shall
Landlord be obligated to expend, in connection with the repair or restoration of
the Demised Premises pursuant to this Paragraph, any amount in excess of the
award or payment in connection with the Taking. In the event that such award or
payment shall be insufficient for the repair or restoration or in the event that
Landlord's mortgagee shall apply all or any portion of such award of payment to
the reduction of the indebtedness secured by such mortgage, then to the extent
of such unavailable award or payment, Landlord shall be excused from the
performance of repair or restoration work hereunder.


                                      -12-
<PAGE>

30. HOLDING OVER BY TENANT. If Tenant shall remain in possession of the Demised
Premises after the conclusion of the term of this Lease (and any renewal terms),
Tenant shall become a month-to-month tenant under the provisions herein
provided, but at a monthly basic annual rental equal to one and one-half (1 1/2)
times the basic annual rental as set forth in Paragraph 2 herein. However, the
amount due for additional rental shall remain as set forth in this Lease. Such
month-to-month tenancy shall then continue until terminated by either Landlord
or Tenant, upon sixty (60) days prior written notice to the other party, but, in
any event, such termination shall not occur on a date other than the last day of
a calendar month.

31. RIGHT TO EXHIBIT Tenant agrees to permit Landlord and Landlord's agents,
employees or other representatives to show the premises to persons wishing to
rent or purchase the same on and after six (6) months next preceding the
expiration of the term hereof.

32. BROKER'S COMMISSION. The parties hereto hereby agree that Jacobson, Goldfarb
& Tanzman Associates, L.L.C. acted as the broker in this matter. Landlord shall
be responsible for payment of the broker's commission to the above named broker.
Landlord hereby indemnifies and holds Tenant harmless for any and all claims by
other brokers in connection with this transaction, based on the claim by such
brokers that they dealt with Landlord in connection with this transaction.
Tenant hereby indemnifies and holds harmless Landlord for any and all claims by
other brokers that they dealt with Tenant in connection with this transaction.

33. OPTIONAL RENEWAL PERIOD. Tenant shall have the right to renew the within
Lease for one (1) term of five (5) years, consecutive with the term herein
provided, at 95% if the "fair market rent". Tenant shall give the Landlord no
less than twelve (12) months prior written notice by Certified Mail, Return
Receipt Requested, of Tenant's intention to exercise the option to renew.

34. OPTIONAL RENEWAL PERIOD - RENT. The "fair market rent" shall be determined
as' follows: Landlord shall notify Tenant of Landlord's opinion of the fair
market rent for the Renewal Period at least twelve (12) months prior to the end
of the then current term hereof. If Tenant disputes Landlord's opinion, Tenant
shall, within thirty (30) days after receiving Landlord's said notice, by
written notice to-Landlord, either withdraw its exercise of its renewal option
or notify Landlord that Tenant elects arbitration in accordance with then
prevailing Rules of Commercial Arbitration of the American Arbitration
Association. The said Association shall designate an appraiser familiar with
commercial buildings located in the Essex County, New Jersey area. The
arbitrator shall, after hearing testimony from the parties and their expert
witnesses, have the authority to fix and determine the fair market rent for the
Renewal Period. Each party shall pay the cost and expenses of it's own expert
witnesses and attorneys fees, and the cost of the arbitration shall be shared
equally by the parties.

35. ESTOPPEL CERTIFICATES. If, at any time after the commencement of the term
hereof, Landlord or Tenant shall make written request therefor, Landlord or
Tenant shall, within ten (10) days after such request, deliver to the other a
written instrument, duly executed


                                      -13-
<PAGE>

by Landlord or Tenant, certifying, if such be the case: (i) that this Lease is
in force and effect; (ii) that this Lease has not been modified, amended or
supplemented or specifying the modification amendment or supplement; (iii) that
Tenant or Landlord, as the case may be, is not in default hereunder, or if it is
then in default, specifying the nature of the default and whether or not the
time period for curing same has expired; (iv) the date or dates through which
basic annual rent and additional. rent have been paid; and (v) that there are no
offsets or deductions against basic annual rent or additional rent, or if any
are claimed, specifying the amount thereof and the basis therefor.

36. GOVERNING LAW. This Lease, and the rights and obligations of the parties
thereto, shall be interpreted and construed in accordance with the laws of the
State of New Jersey.

37. PARTIAL INVALIDITY. If any provision of this Lease shall be determined by-a
court of competent jurisdiction to be invalid, such determination shall not
affect any of the other provisions of this Lease and such other provisions shall
remain in full force and effect. If any provision of this Lease shall be capable
of two construction, one of which would render the provision valid and the other
of which would 'render it invalid, then such provision shall have the
construction and meaning which would render it valid.

38. NOTICES. All notices required under the terms of this Lease shall be given
and shall be complete by mailing such notices by certified or registered mail,
return receipt requested, to the address of the parties as shown at the head of
this Lease, or to such other address as may be designated in writing, which
notice of change of address shall be given in the same manner.

39. TITLE AND QUIET ENJOYMENT. Landlord covenants and represents that Landlord
is the owner of the Premises herein leased and has the right and authority to
enter into, execute and deliver this Lease; and does further covenant that
Tenant on paying the rent and performing the conditions and covenants herein
contained, shall and may peaceably and quietly have, hold and enjoy the Premises
commencing when Landlord's Work as described in Paragraph 42 is completed, and
continuing for the term aforementioned.

40. ENTIRE CONTRACT. This Lease contains the entire contract between the
parties. No representative, agent or employee of Landlord has been authorized to
make any representations or promises with references to the within letting or to
vary, alter or modify the terms hereof. No additions, changes or modifications,
renewals or extensions hereof, shall be binding unless reduced to writing and
signed by Landlord and Tenant.

41. PARKING. Landlord shall provide Tenant with four (4) unreserved parking
spaces per 1,000 rentable square feet, which shall include visitor parking.

42. LANDLORD'S WORK. Landlord shall prepared the Demised Premises in accordance
with Exhibit B attached hereto, at Landlord's sole cost and expense.


                                      -14-
<PAGE>

43. The Landlord may pursue the relief or remedy sought in any invalid clause,
by conforming the said clause with the provisions of the statutes or the
regulations of any governmental agency in such case made and provided as if the
particular provisions of the applicable statutes or regulations were set forth
herein at length.

44. In all references herein to any parties, persons, entities or corporations
the use of any particular gender or the plural or singular number is intended to
include the appropriate gender or number as the text of the within instrument
may require. All the terms, covenants and conditions herein contained shall be
for and shall inure to the benefit of and shall bind the respective parties
hereto, and their heirs, executors, administrators, personal or legal
representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day
and year first above written.

WITNESS:    LIVINGSTON CORPORATE PARK ASSOCIATES, L.L.C. - LANDLORD

                            By: /s/ S. Fisch
                                ----------------------------
                                S. Fisch, Member

            U.S. OPPORTUNITY SEARCH, INC. -TENANT


                            By: /s/ Leonard Osser
                                ----------------------------
                                LEONARD OSSER, PRESIDENT